<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                                    000-31083
                            (COMMISSION FILE NUMBER)

                              MILLENNIUM CELL INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  DELAWARE                                   22-3726792
       (STATE OR OTHER JURISDICTION OF                    (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NUMBER)

                            ONE INDUSTRIAL WAY WEST,
                           EATONTOWN, NEW JERSEY 07724
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

       (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (732) 542-4000

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X} No [ ]

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 27,318,077 shares of
Common Stock, par value $.001, were outstanding on May 7, 2002.
<PAGE>
                              MILLENNIUM CELL INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                      INDEX


PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                                                                                                        PAGE

<S>                                                                                                     <C>
Item 1.  Financial Statements (Unaudited)
         Condensed Balance Sheet - March 31, 2002 and December 31, 2001.............................     1

         Condensed Statements of Operations - Three months ended March 31, 2002 and 2001............     2

         Condensed Statements of Cash Flows - Three months ended March 31, 2002 and 2001............     3

         Notes to Condensed Financial Statements - March 31, 2002...................................     4

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations......     5

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.................................     9


PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders........................................    10

Item 6.  Exhibits and Reports on Form 8-K...........................................................    11
</TABLE>
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.          FINANCIAL STATEMENTS (UNAUDITED).

                              MILLENNIUM CELL INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                             CONDENSED BALANCE SHEET
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                          MARCH 31,       DECEMBER 31,
                                                                                            2002             2001
                                                                                       ------------       ------------
ASSETS
Current assets:
<S>                                                                                    <C>                <C>
   Cash and cash equivalents ....................................................      $  1,602,420       $  6,348,763
   Accounts receivable ..........................................................           372,098            129,000
   Prepaid expenses .............................................................           402,175            352,198
   Held-to-maturity investments .................................................        11,297,142         11,067,175
                                                                                       ------------       ------------
Total current assets ............................................................        13,673,835         17,897,136
Property and equipment, net .....................................................         1,353,812          1,177,483
Patents and licenses, net .......................................................           546,450            530,706
Other assets ....................................................................           639,887            634,648
                                                                                       ------------       ------------
                                                                                       $ 16,213,984       $ 20,239,973
                                                                                       ============       ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable .............................................................      $    412,604       $    223,101
   Accrued expenses .............................................................           846,730          1,395,727
   Deferred royalty income ......................................................         2,408,988          2,528,988
                                                                                       ------------       ------------
Total current liabilities .......................................................         3,668,322          4,147,816
Refundable grant obligation .....................................................           227,522            227,522

Commitments and contingencies

Stockholders' equity:
   Preferred stock, $.001 par value; 5,000,000 authorized shares, none issued and
      outstanding
   Common stock, $.001 par value; authorized 40,000,000 shares, 27,313,077 and
      27,292,077 shares issued and outstanding
      as of March 31, 2002 and December 31, 2001, respectively ..................            27,313             27,292
   Additional paid-in capital ...................................................        55,319,618         54,140,914
   Deficit accumulated during development stage .................................       (43,028,791)       (38,303,571)
                                                                                       ------------       ------------
Total stockholders' equity ......................................................        12,318,140         15,864,635
                                                                                       ------------       ------------
                                                                                       $ 16,213,984       $ 20,239,973
                                                                                       ============       ============
</TABLE>

                                        See notes to financial statements.

                                       1
<PAGE>
                              MILLENNIUM CELL INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                        CONDENSED STATEMENT OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                   THREE MONTHS       THREE MONTHS
                                                                      ENDED              ENDED           CUMULATIVE
                                                                     MARCH 31,          MARCH 31,        AMOUNTS FROM
                                                                       2002               2001             INCEPTION
                                                                  ------------       ------------       ------------
<S>                                                               <C>                <C>                <C>
Revenues ...................................................      $    360,000       $         --       $    360,000
Cost of revenues ...........................................           360,000                 --            360,000
Product development and marketing ..........................         1,729,218            860,959          7,242,390
General and administrative
  (excluding non-cash charges) .............................         1,498,373            848,685          9,563,262
Non-cash charges ...........................................         1,117,825          2,525,326         19,244,667
Depreciation and amortization ..............................           173,789             93,702            960,647
Research and development ...................................           363,631            489,949          5,940,266
                                                                  ------------       ------------       ------------
Total operating expenses ...................................         4,882,836          4,818,621         42,951,232
                                                                  ------------       ------------       ------------
Loss from operations .......................................        (4,882,836)        (4,818,621)       (42,951,232)
Interest income, net .......................................           157,616            398,455          2,073,322
                                                                  ------------       ------------       ------------
Net loss ...................................................        (4,725,220)        (4,420,166)       (40,877,910)
Preferred stock amortization ...............................                --                 --          2,150,881
                                                                  ------------       ------------       ------------
Net loss applicable to common stockholders .................      $ (4,725,220)      $ (4,420,166)      $(43,028,791)
                                                                  ============       ============       ============
Loss per share -- basic and diluted ........................      $       (.17)      $       (.16)      $      (1.68)
                                                                  ============       ============       ============
Weighted average number of shares outstanding..                     27,306,144         27,167,981         25,590,593
                                                                  ============       ============       ============
</TABLE>

                       See notes to financial statements.

                                       2
<PAGE>
                              MILLENNIUM CELL INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                        CONDENSED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                   THREE MONTHS       THREE MONTHS
                                                      ENDED             ENDED            CUMULATIVE
                                                     MARCH 31,         MARCH 31,         AMOUNTS FROM
                                                       2002              2001            INCEPTION
                                                  ------------       ------------       ------------
OPERATING ACTIVITIES
<S>                                               <C>                <C>                <C>
Net loss ...................................      $ (4,725,220)      $ (4,420,166)      $(40,877,910)
Adjustments to reconcile net loss to
   net cash used in operating activities:
Depreciation and amortization ..............           173,789             93,702            960,647
Non-cash charges ...........................         1,117,825          2,525,326         19,244,667
Changes in operating assets and liabilities:
Accounts receivable ........................          (243,098)                --           (372,098)
Prepaid expenses and other assets ..........           (55,216)            87,356           (453,090)
Accounts payable and accrued expenses ......          (359,494)          (746,677)         1,259,334
Due to affiliate ...........................                --                 --                 --
Deferred royalty income ....................          (120,000)                --          2,408,988
                                                  ------------       ------------       ------------
Net cash used in operating activities ......        (4,211,414)        (2,445,699)       (17,829,462)

INVESTING ACTIVITIES
Purchase of property and equipment .........          (335,988)          (157,880)        (2,116,501)
Patent registration costs ..................           (29,874)           (58,350)          (494,408)
Cash restricted for lease deposit ..........                --                 --           (588,972)
Purchase of investments, net ...............          (229,967)       (19,299,520)       (11,297,142)
                                                  ------------       ------------       ------------
Net cash used in investing activities ......          (595,829)       (19,515,750)       (14,497,023)

FINANCING ACTIVITIES
Proceeds from issuance of common stock .....            60,900                 --         34,974,550
Underwriting and other expenses of initial
   public offering .........................                --                 --         (3,669,613)
Proceeds from capital contribution .........                --                 --            500,000
Payment of note payable ....................                --                 --           (250,000)
Proceeds from grant ........................                --                 --            227,522
Proceeds from sale of preferred stock ......                --                 --          2,146,446
                                                  ------------       ------------       ------------
Net cash provided by financing activities ..            60,900                 --         33,928,905
                                                  ------------       ------------       ------------
Net change in cash and cash equivalents ....        (4,746,343)       (21,976,209)         1,602,420
Cash and cash equivalents, beginning of
   period ..................................         6,348,763         30,098,701                 --
                                                  ------------       ------------       ------------
Cash and cash equivalents, end of period ...      $  1,602,420       $  8,122,492       $  1,602,420
                                                  ============       ============       ============
</TABLE>

                                        See notes to financial statements.

                                       3
<PAGE>
                              MILLENNIUM CELL INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1--BASIS OF PRESENTATION

         The accompanying unaudited condensed financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
known adjustments (which consist primarily of normal recurring adjustments)
considered necessary for a fair presentation have been included. The interim
statements should be read in conjunction with our Annual Report on Form 10-K for
the year ended December 31, 2001.


NOTE 2--INVESTMENTS

         At March 31, 2002, Millennium Cell Inc. (the "Company") held $11.3
million of held-to-maturity investments in U.S. government agency bonds stated
at amortized cost, with a weighted-average yield of 5.1%. At March 31, 2002,
amortized cost approximated fair value. Interest income is recognized using the
straight-line method over the lives of the securities. The Company's investments
will mature during the second quarter of 2002.


NOTE 3--EARNINGS PER SHARE

         Basic earnings per share ("EPS") is computed by dividing income
available to common stockholders by the weighted average number of common shares
actually outstanding for the period. Diluted EPS reflects the potential dilution
that could occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the Company. All such securities were
anti-dilutive for all periods presented.


NOTE 4--OPTIONS, WARRANTS AND NON-CASH CHARGES

         In the first quarter of 2002, the Company recorded a non-cash charge of
approximately $1.0 million related to options issued to employees in 2000. The
Company will incur additional non-cash charges of approximately $5.2 million for
options over the vesting period as follows: Second quarter 2002-$1.0 million,
Third quarter 2002-$1.0 million, Fourth quarter 2002-$1.1 million and 2003-$2.1
million.

         In the first quarter of 2002, the Company also incurred a non-cash
charge of $0.1 million related to the fair value of warrants issued to
affiliates. Certain affiliates have the ability to earn new awards based on
certain milestones and service periods. The accounting methodology requires a
re-valuing of certain earned warrants at each period ending market price using a
Black-Scholes pricing model. Due to this variable accounting methodology, it is
difficult to predict the amount of additional non-cash charges the company will
incur related to these warrants.


NOTE 5 -- SUBSEQUENT EVENT

         In May 2002, the Company recorded a restructuring charge of
approximately $0.1 million. There are employee separations associated with the
restructuring. The separations will be complete by June 2002, at which time the
Company will have 40 employees. In conjunction with the employee separations,
there are other cost savings actions. For more information, see the discussion
under the caption "Liquidity and Capital Resources" contained in Item 2 of this
document.

                                       4
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

         The following discussion should be read in conjunction with the
accompanying Condensed Financial Statements and Notes thereto included within
this report. In addition to historical information, this Form 10-Q and the
following discussion contain forward-looking statements that reflect our plans,
estimates, intentions, expectations and beliefs. See the discussion contained
herein under the caption "Forward-Looking Statements" for more information. Our
actual results could differ materially from those discussed in the
forward-looking statements. The discussion below should be read in conjunction
with the Company's Annual Report on Form 10-K for the year ended December 31,
2001.

GENERAL

         We were formed as a Delaware limited liability company on December 17,
1998, and organized and began operations on January 1, 1999 (inception date). We
were converted into a Delaware corporation on April 25, 2000 when all of the
outstanding equity interests of the limited liability company were converted
into shares of common stock of the corporation. Unless otherwise indicated, all
information that we present in this Form 10-Q for any date or period gives
effect to the conversion as if it had occurred on that date or as of the
beginning of that period and all references to common stock for periods before
the conversion mean our issued and outstanding membership interests.

OVERVIEW

         We have developed and are pursuing a multi-faceted patent portfolio in
the United States and abroad surrounding a proprietary process called Hydrogen
on Demand(TM) that safely generates pure hydrogen or electricity from
environmentally friendly raw materials. In the process, the energy potential of
hydrogen is carried in the chemical bonds of sodium borohydride, which in the
presence of a catalyst releases hydrogen or produces electricity. The primary
input components of the reaction are water and sodium borohydride, a derivative
of borax Borax is found in substantial natural reserves globally. Hydrogen from
this system can be used to power fuel cells, as well as fed directly to internal
combustion engines. We also have a patented design for boron-based longer-life
batteries.

         Our goal is to convert our technology from the research and development
stage to commercialization. Such potential revenue for the next several years is
likely to include up-front license fees, research contracts with various
federal, state and local agencies, collaborations with other companies, and
royalty payments or joint venture revenue from licensees or strategic
partnerships.

         We incurred net losses in the first quarter of 2002 and 2001 of
$4,725,220 and $4,420,166, respectively. As of March 31, 2002, we had an
accumulated deficit of $43,028,791. The following table disaggregates the
Company's net operating losses from incurred non-cash charges and preferred
dividends:

<TABLE>
<CAPTION>
                                                                                                NON-CASH
                                                                               NET LOSS          CHARGES
                                                                               EXCLUDING           AND
                                                                               NON-CASH         PREFERRED      ACCUMULATED
                                                                                CHARGES         DIVIDENDS        DEFICIT

<S>                                                                        <C>              <C>             <C>
Period from January 1, 1999 (inception) to June 30, 2000.............      $  (2,237,759)   $   (1,424,757) $  (3,662,516)
Period from July 1, 2000 to December 31, 2000*.......................         (3,677,221)      (11,511,505)   (15,188,726)
Period from January 1, 2001 to December 31, 2001.....................        (12,110,868)       (7,341,461)   (19,452,329)
Period from January 1, 2002 to March 31, 2002........................         (3,607,395)       (1,117,825)    (4,725,220)
                                                                           -------------    --------------  -------------
Cumulative Amount From Inception.....................................      $ (21,633,243)   $  (21,395,548) $ (43,028,791)
                                                                           =============    ==============  =============
</TABLE>


*        Our initial public offering was completed on August 9, 2000.
<PAGE>
         Our losses have resulted primarily from costs associated with research
and product development activities as well as non-cash amortization of preferred
stock and non-cash charges related to the issuance of stock options and warrants
to employees and third parties. As a result of planned expenditures in the areas
of research, product development and marketing and additional non-cash charges
relating to employee stock options, we expect to incur additional operating
losses for the foreseeable future.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2001.

         Revenues. We recorded $360,000 of revenues during the first quarter of
2002. The revenues were attributable to sales of prototype Hydrogen on
Demand(TM) systems, which were shipped to one customer during the first quarter.
There were no revenues in the quarter ended March 31, 2001.

         In the near-term, revenues are expected to be derived substantially
from contracts that require the Company to deliver hydrogen generation
technology, system design and prototype systems and licensing of technology for
test and evaluation. Revenues will be recognized in the period in which the
technology is delivered or licensed revenue is earned.

         Cost of Revenues. We recorded $360,000 cost of revenues during the
first quarter of 2002. There was no cost of revenues in the quarter ended March
31, 2001.

         Product Development and Marketing Expenses. Product development and
marketing expenses for the three months ended March 31, 2002 were $1,729,218
compared to $860,959 in the three months ended March 31, 2001, an increase of
$868,259. This increase is mostly attributable to the growth of our design and
engineering capabilities in the latter half of 2001 to support our technology's
evolution from research to commercialization. Expenses also rose due to an
increase in business development and marketing capabilities since early 2001 to
support our business plan.

         General and Administrative Expenses. General and Administrative
expenses were $1,498,373 for the three months ended March 31, 2002 compared to
$848,685 in the three months ended March 31, 2001, an increase of $649,688. This
was due largely to the ramp up of our financial, administrative and investor
relations' staffing and infrastructure since the first quarter of 2001.

         Non-cash Charges. Non-cash charges were $1,117,825 for the three months
ended March 31, 2002 compared to $2,525,326 in the three months ended March 31,
2001, a decrease of $1,407,501. The decrease was mostly attributable to the
completion of vesting of warrants issued to affiliates during 2000 and the
forfeiture of unvested employee options during the fourth quarter of 2001.

         Depreciation and Amortization. Depreciation and amortization was
$173,789 for the three months ended March 31, 2002 compared to $93,702 in the
three months ended March 31, 2001, an increase of $80,087. The increase in
depreciation and amortization is primarily related to leasehold improvements of
our expanded facilities and additional laboratory equipment purchased since
March 31, 2001. We expect depreciation and amortization to continue to increase
as we complete the expansion of our laboratories and pursue patents on new
technologies.

         Research and Development Expenses. Research and development expenses
were $363,631 for the three months ended March 31, 2002 compared to $489,949 in
the three months ended March 31, 2001, a decrease of $126,318. The decrease is
primarily attributable to the recovery of project-specific research costs from
sales of prototype units during the first quarter of 2002, partially offset by
increased staffing and research projects since the first quarter of 2001. As
revenues are recorded, we expect to continue to recover project-specific
research and development costs that are incurred to support the development of
our technology.

         Interest Income. Net interest income was $157,616 for the three months
ended March 31, 2002 compared to $398,455 in the three months ended March 31,
2001, a decrease of $240,839. The decrease in net interest income was the result
of declining average cash balances and interest rate decreases from the first
quarter of 2001 to 2002.

                                       6
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

         Since the inception date, we have financed our operations primarily
through our initial public offering in August 2000 and private placements of
equity securities. In 1999, we issued $1,250,000 of membership interests in
Millennium Cell LLC for cash, which subsequently were converted into our common
stock as of April 25, 2000. We also received a capital contribution of $500,000
in the first quarter of 2000, and in May 2000, we sold 759,368 shares of Series
A preferred stock, which automatically converted into 759,368 shares of common
stock upon the completion of our initial public offering. The net proceeds from
our initial public offering totaled approximately $29.9 million.

         In October 2000, we received $2.4 million in cash from Ballard Power
Systems Inc. ("Ballard") as an advance for prospective royalties pursuant to a
product development agreement between us and Ballard. Under certain
circumstances, a portion of this advance may be refundable to Ballard. In
addition, we have granted Ballard a warrant to purchase up to 400,000 shares of
our common stock. Upon completion of product development, these warrants will be
recorded at fair value.

         As of March 31, 2002, we had $12.9 million in cash and cash equivalents
and held-to-maturity investments. Cash used in operations totaled $4,211,414 and
$2,445,699 in the first quarter of 2002 and 2001, respectively, and related to
the growth in operating expenses as a result of increased staffing, higher
occupancy costs for our larger facilities and for increased business capacity
since the first quarter of 2001. In connection with the Company's amended lease
agreement, the Company issued a letter of credit to the landlord for $588,972 in
lieu of cash security deposit in the fourth quarter of 2001. The letter of
credit was collateralized with a portion of the Company's cash, which is
classified as Other Assets. The funds used for collateral will not be available
for use in operations.

         Investing activities used cash of $595,829 and $19,515,750 in the first
quarter of 2002 and 2001, respectively. Investing activities in the first
quarter of 2001 consisted primarily of the purchase of held-to-maturity
investments in high-grade government bonds and commercial certificates of
deposit. Excluding investments in held-to-maturity investments, investing
activities in the first quarter of 2002 increased $379,419 from the first
quarter of 2001, mostly due to increased spending on leasehold improvements to
complete our new laboratories for their intended use. Our capital spending
during the first quarter of 2002 was $0.3 million. We expect to spend
approximately $0.7 million during the remainder of the year to complete our
laboratories and purchase equipment to enhance our research capabilities. We
expect to also spend approximately $0.1 million to register and pursue patents
on our technology. The total capital spending and capitalized patent costs for
fiscal 2002 are expected to be approximately $1.1 million.

         Between January 1999 and April 2000, we received an aggregate of
$227,522 from a recoverable grant award from the State of New Jersey Commission
on Science and Technology. The funds were used to partially fund costs directly
related to development of our fuel cell technology. The recoverable grant is
required to be repaid when we generate net income in a fiscal year. The
repayment obligation, which begins in June 2001, ranges from 1% to 5% of net
income over a ten-year period and shall not exceed 200% of the original grant.
We are obligated to repay the unpaid amount of the original grant at the end of
the ten-year period.

         In May 2002, the Company implemented a restructuring plan. There are
employee separations associated with the restructuring. The separations will be
complete by June 2002, at which time the Company will have 40 employees. In
conjunction with the employee separations, there are other cost savings actions.

         After the impact of cost savings actions, our operating expenses for
fiscal year 2002 are estimated as follows:

<TABLE>
<CAPTION>
OPERATING EXPENSES:                                    ACTUAL                           ESTIMATE
(DOLLARS IN MILLIONS)                                  ------        -------------------------------------------------
                                                         Q1           Q2           Q3            Q4       FISCAL 2002
                                                       ------       ------       ------        ------     -----------
<S>                                                    <C>          <C>          <C>           <C>        <C>
CASH OPERATING EXPENSES                                 $3.6         $3.1(1)      $2.6          $2.3        $11.6
Depreciation, amortization and non-cash charges          1.3          1.2          1.2           1.3          5.0
                                                        ----         ----         ----          ----        -----
TOTAL OPERATING EXPENSES                                $4.9         $4.3         $3.8          $3.6        $16.6
                                                        ====         ====         ====          ====        =====
</TABLE>
(1) Includes a restructuring charge of $0.1 million.


                                       7


<PAGE>
         Our current cash and cash equivalents, without inclusion of any
anticipated revenue, we believe will be sufficient to satisfy anticipated cash
needs of our operations into the second quarter of 2003. If cash consumption is
higher than anticipated or the realization of savings as a result of the
restructuring plan is different than anticipated, we may seek additional
financing within this timeframe. We may raise additional funds through public or
private financings, collaborative relationships or other arrangements. We cannot
assure you that additional funding, if sought, will be available or will be on
terms favorable to us. Further, any additional equity financing may be dilutive
to stockholders, and debt financing, if available, may involve restrictive
covenants. Our failure to raise capital when needed may harm our business and
operating results.

CRITICAL ACCOUNTING POLICIES

         Our financial statements are based on the selection and application of
significant accounting policies, which require management to make significant
estimates and assumptions. We believe that the following are some of the more
critical judgment areas in the application of our accounting policies that
currently affect our financial condition and results of operations.

Revenue Recognition

         The Company's near term revenues will be derived substantially from
contracts that require the Company to deliver hydrogen generation technology,
system design and prototype systems and licensing of technology for test and
evaluation. It is anticipated that revenues will be recognized in the period in
which the technology is delivered or licensed revenue is earned. Any excess of
cost over the revenue associated with delivered technologies will be charged to
research and development expense in the period of delivery.

Stock Options

         The Company has recorded non-cash charges in the first quarter of 2002,
in 2001 and 2000 for the fair value of warrants issued to certain affiliates and
third parties. Certain affiliates have the ability to earn new awards based on
defined milestones and service periods. The accounting methodology requires a
re-valuing of the related earned warrants at each reporting period using a
Black-Scholes pricing model. Due to this variable accounting methodology, it is
difficult to predict the amount of additional non-cash charges the Company will
incur related to these warrants. The fair value of the Company's options and
warrants issued to affiliates was estimated at the date of grant using a
Black-Scholes option-pricing model.

         The Company also records non-cash charges for the difference between
the grant price and market price on the date of grant related to certain stock
options issued to employees and elected directors below market prices as defined
by APB No. 25. The non-cash charge is recognized ratably over the related
vesting period of the respective option contracts.

FORWARD-LOOKING STATEMENTS

         This report contains forward-looking statements (within the meaning of
the Private Securities Litigation Reform Act of 1995) that are subject to risks
and uncertainties. Statements contained herein that are not statements of
historical fact may be deemed to be forward-looking information. When we use
words such as "plan," "believe," "expect," "anticipate," "intend" or similar
expressions, we are making forward-looking statements. You should not rely on
forward-looking statements because they are subject to a number of assumptions
concerning future events, and are subject to a number of uncertainties and other
factors, many of which are outside of our control, that could cause actual
results to differ materially from those indicated. Please note that we disclaim
any intention or obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise. These
factors include, but are not limited to, the following: (i) the cost and timing
of development and market acceptance of a commercially viable hydrogen fuel
storage and delivery system, (ii) the cost and commercial availability of
components, parts and quantities of raw materials required by the hydrogen fuel
storage and delivery systems, (iii) price competition from current, improving
and alternate power technologies, (iv) our ability to raise capital at the
times, in the amounts and at costs and terms that are acceptable to fund the
development and commercialization of our hydrogen fuel storage and delivery
system, (v) our ability to protect our intellectual property, (vi) our ability
to achieve budgeted revenue and expense amounts, (vii) our ability to generate
revenues from the sale or license of our technology , (viii) the formation of
strategic alliance or partnership to help promote our technology and achieve
market

                                       8
<PAGE>
acceptance, and (ix) other factors discussed under the caption "Investment
Considerations" in our Annual Report on Form 10-K for the year ended December
31, 2001.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Market risk represents the risk of loss that may impact our financial
position, operating results or cash flows due to changes in U.S. interest rates.
This exposure is directly related to our normal operating activities. Our cash
and cash equivalents are invested with high quality issuers and are generally of
a short-term nature. As a result, we do not believe that near-term changes in
interest rates will have a material effect on our future results of operations.

         Our systems' ability to produce energy depends on the availability of
sodium borohydride, which has a limited commercial use and is not manufactured
in vast quantities. There are currently only two major manufacturers of sodium
borohydride and there can be no assurance that the high cost of this specialty
chemical will be reduced. Once we commence full operations in the future, we may
need to enter into long-term supply contracts to protect against price increases
of sodium borohydride. There can be no assurance that we will be able to enter
into these agreements to protect against price increases.

                                       9
<PAGE>
                                     PART II


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         Our 2001 Annual Meeting of Shareholders was held on April 18, 2002. The
meeting was called for the following purposes: (1) to elect nine directors to
serve on the board of directors, each for a one-year term, (2) to approve an
amendment to the Company's Certificate of Incorporation increasing the number of
authorized shares from 40,000,000 to 70,000,000, (3) to approve an amendment to
the Company's Amended and Restated 2000 Stock Option Plan to increase the number
of shares authorized under the plan from 5,500,000 to 8,500,000 and (4) to
ratify the board of directors' appointment of Ernst & Young LLP as our
independent public accountants for the 2002 fiscal year. There were no
shareholder proposals. The results of the voting were as follows:

<TABLE>
<CAPTION>
PROPOSAL (1):                                                             VOTES FOR               WITHHELD
-------------                                                             ---------               --------
<S>                                                                        <C>                  <C>
G. Chris Andersen, Chairman of the Board...........................        23,010,717              30,932
Stephen S. Tang, Chief Executive Officer and Director..............        22,406,562             635,087
Steven C. Amendola, Director.......................................        21,701,345           1,340,304
Kenneth R. Baker, Director.........................................        23,009,293              32,356
William H. Fike, Director..........................................        23,009,293              32,356
Alexander MacLachlan, Director.....................................        23,006,801              34,848
Zoltan Merszei, Director...........................................        23,006,327              35,322
H. David Ramm, Director............................................        23,006,920              34,729
James L. Rawlings, Director........................................        22,975,362              66,287
</TABLE>


<TABLE>
<CAPTION>
                                                                                                           VOTES        NON
PROPOSAL (2):                                                             VOTES FOR       VOTES AGAINST   ABSTAINED    VOTES
-------------                                                             ---------       -------------   ---------    -----
<S>                                                                        <C>               <C>           <C>         <C>
Approval of an amendment to the Company's Certificate of
 Incorporation increasing the number of authorized shares of
  the Company's common stock from 40,000,000 shares to
  70,000,000 shares and affirming the authority to issue 5,000,000
  shares of preferred stock........................................        16,991,929        302,789       30,188      5,716,743
</TABLE>

<TABLE>
<CAPTION>
                                                                                                           VOTES        NON
PROPOSAL (3):                                                             VOTES FOR       VOTES AGAINST   ABSTAINED    VOTES
-------------                                                             ---------       -------------   ---------    -----
<S>                                                                        <C>               <C>           <C>         <C>
Approval of an amendment to the Amended and Restated
 2000 Stock Option Plan to increase authorized shares from 5,500,000
 shares to 8,500,000 shares.........................................        8,921,639      5,763,261       29,390      5,716,743
</TABLE>

<TABLE>
<CAPTION>
                                                                                                           VOTES        NON
PROPOSAL (4):                                                             VOTES FOR       VOTES AGAINST   ABSTAINED    VOTES
-------------                                                             ---------       -------------   ---------    -----
<S>                                                                        <C>               <C>           <C>         <C>
Ratification of Ernst & Young LLP as our
  independent public accountants...................................        21,397,132        114,155       130,362     --
</TABLE>

                                       10
<PAGE>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits

                  3.4      Certificate Eliminating Reference to the Series A
                           Convertible Preferred Stock from the Certificate of
                           Incorporation of Millennium Cell Inc.

                  3.5      Certificate of Amendment of Certificate of
                           Incorporation of Millennium Cell Inc.


         (b)      Reports on Form 8-K

                  The Company did not file any reports on Form 8-K during the
                  three months ended March 31, 2002.

                                       11
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                      MILLENNIUM CELL INC.
                                      (Registrant)

                                      By: /s/  NORMAN R. HARPSTER, JR.
                                         ---------------------------------------
                                                   Norman R. Harpster, Jr.
                                      Vice President--Finance and Administration
                                               and Chief Financial Officer

May 13, 2002

                                       12